Filed by MuleSoft, Inc.
Pursuant to Rule 425
under the Securities Act of 1933 and
deemed filed pursuant to Rule14d-9
under the Securities Exchange Act of 1934
Subject Company: MuleSoft, Inc.
(Commission FileNo. 001-38031)
The following communications are being filed in connection with the acquisition of MuleSoft, Inc. by salesforce.com, inc.
MULESOFT, INC.
Notice of Treatment of Stock Options (the “Notice”)
April 18, 2018
Dear Stock Option Holder:
On March 20, 2018, MuleSoft, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) withsalesforce.com, inc. (“Parent”) and certain other parties, pursuant to which, if the transactions referenced in the Merger Agreement are completed, will result in the Company becoming a wholly-owned subsidiary of Parent (the “Merger” and the date on which the Merger occurs, the “Effective Time”).
You are receiving this Notice because you are a former employee or former service provider of the Company that holds outstanding stock options to purchase Company Common Stock (as such term is defined in the Merger Agreement) (“Company Options”). Please read this Notice carefully, as it explains the effect of the Merger on your Company Options. The Company Options were granted under one of the Company’s 2017 Equity Incentive Plan, the 2016 Equity Incentive Plan or the 2006 Stock Plan. This Notice is intended to meet any notice provisions that may be required under the relevant plan.
Subject to the occurrence of the Effective Time, at the Effective Time, each outstanding Company Option will be cancelled and you will receive, within 5 business days of the Effective Time, an amount in cash, less applicable taxes, equal to (i) the number of shares of Company Common Stock subject to the Company Option immediately prior to the Effective Time multiplied by (ii) the excess (if any) of the Per Share Cash Equivalent Consideration (defined below) over the per share exercise price applicable to such Company Option. The Per Share Cash Equivalent Consideration means the sum of (a) $36.00 plus (b) the product obtained by multiplying (x) 0.0711 by (y) the volume weighted average closing sale price of one share of common stock of Parent as reported on NYSE for the ten consecutive trading days ending on the trading day immediately preceding the Effective Time (as adjusted as appropriate to reflect certain corporate events).
Please submit any questions you have regarding this Notice bye-mail toStock@MuleSoft.com
Sincerely,
Rob Horton
Sr. Vice President and General Counsel
MuleSoft, Inc.
Forward-Looking Statements
This communication contains forward-looking information related to MuleSoft, Inc. (“MuleSoft”) and the acquisition of MuleSoft by salesforce.com, inc. (“salesforce”) that involves substantial risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed or implied by such statements. Forward-looking statements in this release include, among other things, statements about the potential benefits of the proposed transaction, MuleSoft’s plans, objectives, expectations and intentions, the financial condition, results of operations and business of MuleSoft, and the anticipated timing of closing of the proposed transaction. Risks and uncertainties include, among other things, risks related to the ability of MuleSoft to consummate the proposed transaction on a timely basis or at all, including due to complexities resulting from the adoption of new accounting pronouncements and associated system implementations; MuleSoft’s ability to successfully integrate MuleSoft’s operations; MuleSoft’s ability to implement its plan, forecasts and other expectations with respect to MuleSoft’s business after the completion of the transaction and realize expected synergies; the satisfaction of the conditions precedent to consummation of the proposed transaction, including having a sufficient number of MuleSoft’s shares being validly tendered into the exchange offer to meet the minimum condition; MuleSoft’s ability to secure regulatory approvals on the terms expected in a timely manner or at all; the ability to realize the anticipated benefits of the proposed transaction, including the possibility that the expected benefits from the proposed transaction will not be realized or will not be realized within the expected time period; disruption from the transaction making it more difficult to maintain business and operational relationships; the negative side effects of the announcement or the consummation of the proposed transaction on the market price of MuleSoft’s common stock or on MuleSoft’s operating results; significant transaction costs; unknown liabilities; the risk of litigation and/or regulatory actions related to the proposed transaction; the pace of change and innovation in enterprise cloud computing services; the competitive nature of the market in which MuleSoft participates; MuleSoft’s service performance and security, including the resources and costs required to prevent, detect and remediate potential security breaches; the expenses associated with new data centers and third-party infrastructure providers; additional data center capacity; MuleSoft’s ability to protect its intellectual property rights and develop its brand; dependency on the development and maintenance of the infrastructure of the Internet; the ability to develop new services and product features; other business effects, including the effects of industry, market, economic, political or regulatory conditions; future exchange and interest rates; changes in tax and other laws, regulations, rates and policies, including those related to the provision of services on the Internet, those related to accessing the Internet and those addressing data privacy and import and export controls; future business combinations or disposals; the uncertainties inherent in research and development; competitive developments and climate change.
Further information on these and other risk and uncertainties relating to MuleSoft can be found in its reports on Forms10-K,10-Q and8-K and in other filings MuleSoft makes with the SEC from time to time and available atwww.sec.gov. These documents are available under the SEC filings heading of the Investors section of MuleSoft’s website athttps://investors.mulesoft.com/.
The forward-looking statements included in this communication are made only as of the date hereof. MuleSoft assumes no obligation and does not intend to update these forward-looking statements, except as required by law.
Additional Information and Where to Find It
In connection with the proposed acquisition,salesforce.com, inc. (“salesforce”) commenced an exchange offer for the outstanding shares of MuleSoft, Inc. (“MuleSoft”) on April 2, 2018. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of MuleSoft, nor is it a substitute for any offer materials that salesforce and MuleSoft filed with the Securities and Exchange Commission (the “SEC”) upon commencement of the exchange offer. Salesforce filed exchange offer materials on Schedule TO with the SEC, and MuleSoft filed a Solicitation/Recommendation Statement on Schedule14D-9 with the SEC with respect to the offer. In addition, salesforce filed a registration statement on FormS-4 related to the transaction with the SEC in connection with the proposed transaction. THE EXCHANGE OFFER MATERIALS (INCLUDING AN OFFER TO EXCHANGE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER EXCHANGE OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION. MULESOFT STOCKHOLDERS ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF MULESOFT SECURITIES SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING EXCHANGING THEIR SECURITIES. The Solicitation/Recommendation Statement, the Offer to Exchange, the related Letter of Transmittal and certain other exchange offer documents are available to all MuleSoft stockholders at no expense to them. The exchange offer materials and the Solicitation/Recommendation Statement are available for free on the SEC’s website atwww.sec.gov. Copies of the documents filed with the SEC by salesforce are available free of charge under the Financials heading of the Investor Relations section of salesforce’s website atwww.salesforce.com/investor. Copies of the documents filed with the SEC by MuleSoft are available free of charge under the SEC filings heading of the Investors section of MuleSoft’s website athttps://investors.mulesoft.com/.
